EQUITY PLEDGE AGREEMENT Among GM INVESTMENT COMPANY LIMITED (“Pledgor”) and PYPO DIGITAL COMPANY LIMITED (“Beneficiary”)Equity Pledge Agreement • December 8th, 2008 • Middle Kingdom Alliance Corp. • Blank checks • Hong Kong
The Pledgor and the Beneficiary are each hereinafter referred to individually as a “Party”, and collectively as the “Parties”.
Loan AgreementLoan Agreement • December 8th, 2008 • Middle Kingdom Alliance Corp. • Blank checks
NOW, THEREFORE, Party A and Party B, on the basis of equality and free will and after friendly negotiations, hereby agree on the following:
BEIJING FEIJIE INVESTMENT CO., LTD. AND ZHUQUN PENG OPERATION AND MANAGEMENT AGREEMENT MAY 5, 2008 SUZHOUOperation and Management Agreement • December 8th, 2008 • Middle Kingdom Alliance Corp. • Blank checks
THIS OPERATION AND MANAGEMENT AGREEMENT (this “Agreement”) is entered into by and between the following parties in Suzhou, Jiangsu Province, the People’s Republic of China (the “PRC”) on May 5, 2008:
Loan AgreementLoan Agreement • December 8th, 2008 • Middle Kingdom Alliance Corp. • Blank checks
This Loan Agreement (this “Agreement”) is made and entered into by and between the parties below as of September 1, 2008 in Beijing, China:
SUPPLEMENTAL FUNDS TRANSFER AGREEMENT Among PYPO DIGITAL COMPANY LIMITED and ARCH DIGITAL HOLDINGS LTD.Supplemental Funds Transfer Agreement • December 8th, 2008 • Middle Kingdom Alliance Corp. • Blank checks • Hong Kong
WHEREAS, the Parties entered into a Funds Transfer Agreement dated 10 March 2008 (the “Funds Transfer Agreement”) under which ARCH has transferred and/or procured the transfer of US$20,000,000 to Pypo and Pypo has transferred and/or procured the transfer of RMB150,000,000 to ARCH.
DEED OF RELEASE Among CAPITAL ALLY INVESTMENTS LIMITED (“Pledgor”) and PYPO DIGITAL COMPANY LIMITED (“Beneficiary”)Middle Kingdom Alliance Corp. • December 8th, 2008 • Blank checks • Hong Kong
Supplemental Agreement to Acquisition Framework AgreementSupplemental Agreement to Acquisition Framework Agreement • December 8th, 2008 • Middle Kingdom Alliance Corp. • Blank checks • Shanghai
THIS SUPPLEMENTAL AGREEMENT TO THE ACQUISITION FRAMEWORK AGREEMENT (the “Agreement”) is entered into by and among the following parties in Suzhou, Jiangsu Province, China on October 30, 2008:
SAMSUNG ANYCALL MOBILE PHONE DISTRIBUTION AGREEMENT DATE: JULY 1, 2008 PLACE OF EXECUTION: BEIJING, CHINASamsung Anycall Mobile Phone • December 8th, 2008 • Middle Kingdom Alliance Corp. • Blank checks
NOW THEREFORE, in order to promote the interests of both parties, based on the principles of honesty, trustworthiness and reciprocity, Samsung and Pypo Beijing agree to the following terms:
LOAN AGREEMENT Among CAPITAL ALLY INVESTMENTS LIMITED (“Borrower”) and PYPO DIGITAL COMPANY LIMITED (“Lender”) Dated 10 March 2008Loan Agreement • December 8th, 2008 • Middle Kingdom Alliance Corp. • Blank checks • Hong Kong
SUPPLEMENTAL LOAN AGREEMENT Among CAPITAL ALLY INVESTMENTS LIMITED (“Borrower”) and PYPO DIGITAL COMPANY LIMITED (“Lender”)Supplemental Loan Agreement • December 8th, 2008 • Middle Kingdom Alliance Corp. • Blank checks • Hong Kong
WHEREAS, the Parties entered into a Loan Agreement dated 10 March 2008 (the “Loan Agreement”) under which the Lender has made available to the Borrower a loan in the principal amount of US$20,000,000.
Beijing Feijie Investment Co., Ltd (the “Acquirer”), Zhuqun Peng (the “Controlling Party”) and the Companies and Individual Industrial and Commercial Households Listed in Schedule 1 (collectively, the “Transferors”) Acquisition Framework Agreement May...Acquisition Framework Agreement • December 8th, 2008 • Middle Kingdom Alliance Corp. • Blank checks
THIS ACQUISITION FRAMEWORK AGREEMENT (this “Agreement”) is entered into by and among the following parties in Suzhou, Jiangsu Province, the People’s Republic of China (the “PRC”) on May 5, 2008 (the “Execution Date”):
Equity Interest Pledge AgreementEquity Interest Pledge Agreement • December 8th, 2008 • Middle Kingdom Alliance Corp. • Blank checks
This Equity Interest Pledge Agreement (this “Agreement”) has been executed by and among the following parties on September 1, 2008 in Beijing, the People’s Republic of China (“China” or the “PRC”):
SUPPLEMENTARY AGREEMENT TO THE OPERATION AND MANAGEMENT AGREEMENTSupplementary Agreement • December 8th, 2008 • Middle Kingdom Alliance Corp. • Blank checks
This Supplementary Agreement to the Operation and Management Agreement (the “Agreement”) is entered into by and between the following parties in Suzhou, Jiangsu Province, the People’s Republic of China (the “PRC”) on October 30, 2008.
Exclusive Option AgreementExclusive Option Agreement • December 8th, 2008 • Middle Kingdom Alliance Corp. • Blank checks
This Exclusive Option Agreement (this “Agreement”) is executed by and among the Parties below as of September 1, 2008, 2008 in Beijing, China:
FUNDS TRANSFER AGREEMENT Among PYPO DIGITAL COMPANY LIMITED and ARCH DIGITAL HOLDINGS LTD. Dated 10 March 2008Funds Transfer Agreement • December 8th, 2008 • Middle Kingdom Alliance Corp. • Blank checks • Hong Kong
WHEREAS, Pypo is owned as to approximately 182,700,000 ordinary shares of US$0.0001 by Capital Ally (the “Interests”) and 90,000,000 ordinary shares of US$0.0001 by ARCH.
Exclusive Option AgreementExclusive Option Agreement • December 8th, 2008 • Middle Kingdom Alliance Corp. • Blank checks
This Exclusive Option Agreement (this “Agreement”) is executed by and among the Parties below as of September 8, 2008 in Beijing, China:
Exclusive Business Cooperation AgreementExclusive Business Cooperation Agreement • December 8th, 2008 • Middle Kingdom Alliance Corp. • Blank checks
This Exclusive Business Cooperation Agreement (this “Agreement”) is made and entered into by and between the following Parties on September 1, 2008 in Beijing, the People’s Republic of China (“China” or the “PRC”).
Share Transfer AgreementShare Transfer Agreement • December 8th, 2008 • Middle Kingdom Alliance Corp. • Blank checks
As used in this Share Transfer Agreement (the “Agreement”), each of the Transferor and the Transferee is a “Party” and they are collectively referred to as the “Parties.”
